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Exhibit 4.2




UNITEDHEALTH GROUP INCORPORATED




$450,000,000 4 1/8% Notes due August 15, 2009




Officers’ Certificate and Company Order




     Pursuant to the Senior Debt Securities Indenture dated as of November 15,
1998, as amended by an Amendment to Indenture dated November 6, 2000
(collectively, the “Indenture”), between UnitedHealth Group Incorporated, a
Minnesota corporation (the “Company”), and The Bank of New York, as Trustee
(the “Trustee”) and resolutions adopted by the Company’s Board of Directors on
February 3, 2004, this Officers’ Certificate and Company Order is being
delivered to the Trustee to establish the terms of a series of Securities in
accordance with Section 301 of the Indenture, to establish the form of the
Securities of such series in accordance with Section 201 of the Indenture, to
request the authentication and delivery of the Securities of such series
pursuant to Section 303 of the Indenture and to comply with the provisions of
Section 104 of the Indenture. This Officers’ Certificate and Company Order
shall be treated for all purposes under the Indenture as a supplemental
indenture thereto.



     All conditions precedent provided for in the Indenture relating to (i) the
establishment of a series of Securities, (ii) the establishment of the form of
Securities of such series and (iii) the procedures for authentication and
delivery of such series of securities have been complied with.



     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.



     A. Establishment of a series of Securities pursuant to Section 301 of the
Indenture.



     There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:




     (1) The Securities shall bear the title “4 1/8% Notes due August 15,
2009” (referred to herein as the “Notes”).




     (2) The aggregate principal amount of the Notes to be issued
pursuant to this Officers’ Certificate and Company Order shall be limited
to $450,000,000 except for (a) Notes authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other
Notes pursuant to Section 304, 305, 306, 1007 or 1205 of the Indenture,
(b) Notes which, pursuant to Section 303 of the Indenture, are deemed
never to have been authenticated and delivered thereunder and (c) any
Securities of this series which are issued in the manner contemplated by
paragraph 18 hereof.




     (3) Interest will be payable to the Person in whose name a Note (or
any Predecessor Security) is registered at the close of business on the
Regular Record Date (as defined below) immediately preceding each
Interest Payment Date (as defined below). In the event that a payment of
principal or interest is due on a date that is not a Business Day (as
defined below), the related payment of principal or interest shall be
made on the next succeeding Business Day with the same force and
effect as if made on the date such payment was due, and no interest shall
accrue on the amount so payable for



 









 






the period from and after such
Interest Payment Date or date of Maturity, as the case may be. “Business
Day” shall mean any day other than a Saturday, a Sunday or a legal
holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.




     (4) The Stated Maturity Date of the Notes shall be August 15, 2009.




     (5) The Notes shall bear interest at the rate of 4 1/8% per annum
(based upon a 360-day year of twelve 30-day months), from August 16, 2004
or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable semi-annually on
August 15 and February 15 in each year, commencing February 15, 2005,
until the principal thereof is paid or made available for payment. Each
such August 15 and February 15 shall be an “Interest Payment Date” for
the Notes, and each August 1 and February 1 (whether or not a Business
Day), as the case may be, immediately preceding an Interest Payment Date
for the Notes shall be the “Regular Record Date” for the interest payable
on such Interest Payment Date.




     (B) The provision related to interest on overdue principal in
Section 501 of the Indenture shall not be applicable to the Notes.




     (6) Principal of (and premium, if any) and interest on the Notes
will be payable, and, except as provided in Section 305 of the Indenture
with respect to a Global Security (as defined below), the transfer of the
Notes will be registrable and Notes will be exchangeable for notes
bearing identical terms and provisions at the corporate trust office of
The Bank of New York, in the City of New York, New York, provided,
however, that payment of principal or interest may be made at the option
of the Company by check mailed to the Person entitled thereto as shown on
the Security Register.




     (7) The Notes will be redeemable as follows:




     The Notes will be subject to redemption, in whole or in part
at any time before their Stated Maturity, at the option of the
Company at a Redemption Price equal to the greater of (i) 100% of
the principal amount of the Notes to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (excluding the
portion of any such interest accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury
Yield (as defined below), plus 12.5 basis points, plus, in each
case, accrued and unpaid interest to the Redemption Date. For this
purpose, the following terms have the following meanings:




	•	 	“Treasury Yield” means, with respect
to any Redemption Date, the rate per year equal to the
semi-annual equivalent yield to maturity or interpolated
(on a day count basis) yield to maturity of the
Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such Redemption Date.




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	•	 	“Comparable Treasury Issue” means,
the United States Treasury security selected by an
Independent Investment Banker appointed by the Trustee
after consultation with the Company as having an actual
or interpolated maturity comparable to the remaining
term of the Notes being redeemed, or such other
maturity, that would be utilized, at the time of
selection and in accordance with customary financial
practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term
of the Notes being redeemed.
	 
	•	 	“Comparable Treasury Price” means,
with respect to any Redemption Date, (i) the average of
the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations for such
Redemption Date, or (ii) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer
Quotations.
	 
	•	 	“Independent Investment Banker” means
any of J.P. Morgan Securities Inc., Banc of America
Securities LLC, Citigroup Global Markets Inc. and
Wachovia Capital Markets, LLC or their respective
successors or, if such firms are unwilling or unable to
select the Comparable Treasury Issue, one of the
remaining Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.
	 
	•	 	“Reference Treasury Dealer” means (i)
any of J.P. Morgan Securities Inc., Banc of America
Securities LLC, Citigroup Global Markets Inc. and
Wachovia Capital Markets, LLC or their affiliates and
any other primary U.S. Government securities dealer in
the United States (a “Primary Treasury Dealer”)
designated by, and not affiliated with, any of J.P.
Morgan Securities Inc., Banc of America Securities LLC,
Citigroup Global Markets Inc. or Wachovia Capital
Markets, LLC, provided, however, that if any of J.P.
Morgan Securities Inc., Banc of America Securities LLC,
Citigroup Global Markets Inc. or Wachovia Capital
Markets, LLC or any of their respective affiliates shall
cease to be a Primary Treasury Dealer, the Company will
appoint another Primary Treasury Dealer as a substitute
for such entity and (ii) any other Primary Treasury
Dealer selected by the Trustee.
	 
	•	 	“Reference Treasury Dealer
Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed, in each
case, as a percentage of its principal amount) quoted in
writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third
business day preceding such Redemption Date.




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     A notice of redemption may provide that it is subject to
certain conditions that will be specified in the notice. If those
conditions are not met, the redemption notice will be of no effect
and the Company will not be obligated to redeem the Notes.




     A partial redemption of the Notes may be effected on a pro
rata basis (and in such manner as complies with applicable legal
and stock exchange requirements, if any) or in such method as the
Trustee, in the exercise of its reasonable discretion, deems fair
and appropriate. The Trustee may provide for the selection for
redemption of portions in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be
redeemed, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed.




     Notice of any redemption will be mailed at least 30 days but
not more than 60 days before the Redemption Date to each Holder of
the Notes to be redeemed.




     Unless any Note called for redemption shall not be paid upon
surrender thereof for redemption, on and after the Redemption Date
interest will cease to accrue on the Notes or portions thereof
called for redemption.




     (8) The Company shall not be obligated to redeem or purchase any
Notes pursuant to any sinking fund or analogous provisions or at the
option of the Holder.




     (9) The Notes shall not be convertible into shares of Common Stock
of the Company or exchangeable for any other securities.




     (10) The Trustee shall be the Security Registrar and the Paying
Agent.




     (11) The amount of payments of principal of and any premium or
interest on the Notes will not be determined with reference to an index.




     (12) The Notes shall be subject to the covenants and definitions set
forth in the Indenture.




     (13) The Notes will be issued only in fully registered form and the
minimum initial purchase amounts of the Notes shall be $1,000 and any
integral multiple of $1,000 in excess thereafter.




     (14) The Notes shall be subject to the Events of Default specified
in Section 701, paragraphs (i) through (viii), of the Indenture.




     (15) The portion of the principal amount of the Notes which shall be
payable upon declaration of acceleration of maturity thereof shall not be
less than the principal amount thereof.




     (16) The Notes will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, as Depositary, and will be
represented by a global



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security (a “Global Security”) registered in the
name of a nominee of the Depositary. So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary
or its nominee, as the case may be, will be considered the sole Holder of
the Notes represented by such Global Security for all purposes under the
Indenture and the Notes.




     (17) The defeasance provisions set forth in Article IX of the
Indenture shall apply to the Notes.




     (18) The Company may, so long as no Event of Default has occurred,
without the consent of the Holders of the Notes, issue additional notes
with the same terms as the Notes in accordance with the corporate
authority existing at the time of such additional issuance, and such
additional notes shall be considered part of the same series under the
Indenture as the Notes. The Notes shall have such other terms and
provisions as are provided in the Global Security representing the Notes
substantially in the form attached as Exhibit A hereto.




     (19) The CUSIP number for the Notes is 91324PAK8.



     B. Establishment of Forms of Securities Pursuant to Section 201 of
Indenture.



     It is hereby established pursuant to Section 201 of the Indenture that the
Global Security representing the Notes shall be substantially in the form
attached as Exhibit A hereto.



     C. Order for the Authentication and Delivery of Securities Pursuant to
Section 303 of the Indenture.



     It is hereby ordered pursuant to Section 303 of the Indenture that the
Trustee authenticate, in the manner provided by the Indenture, the Notes in the
aggregate principal amount of $450,000,000 registered in the name of Cede &
Co., which Notes have been heretofore duly executed by the proper officers of
the Company and delivered to you as provided in the Indenture, and to deliver
said authenticated Notes to or on behalf of The Depository Trust Company on or
before 10:30 a.m., Eastern Standard Time, on August 16, 2004.



     D. Other Matters.



     Attached as Exhibit B hereto are true and correct copies of resolutions
adopted by the Board of Directors of the Company at a meeting on February 3,
2004; such resolutions have not been further amended, modified or rescinded and
remain in full force and effect; and such resolutions (together with this
Officers’ Certificate and Company Order) are the only resolutions
or other action adopted by the Company’s Board of Directors or any
committee thereof or by any officers of the Company relating to the offering
and sale of the Notes.



     The undersigned Chief Financial Officer being an Authorized Representative
as defined in the resolutions of the Board of Directors of the Company adopted
at a meeting on February 3, 2004 certifies that (i) he has approved the terms
of the Notes as set forth in this Officers’ Certificate and Company Order, (ii)
he has approved and ratified the terms and form of the Underwriting Agreement
dated August 11, 2004 and the Pricing Agreement dated August 11,



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2004 (the
“Pricing Agreement”) among the Company and J.P. Morgan Securities Inc., Banc of
America Securities LLC, Citigroup Global Markets Inc. and Wachovia Capital
Markets, LLC, as representatives of the several Underwriters named in Schedule
I to the Pricing Agreement and (iii) he has approved and ratified the
Indenture, all in accordance with the authority of such officer pursuant to
such resolutions.



     The undersigned have read the pertinent sections of the Indenture
including the related definitions contained therein. The undersigned have
examined the resolutions adopted by the Board of Directors of the Company. In
the opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to (i) the establishment
of the Notes, (ii) the establishment of the forms of the Notes and (iii) the
authentication of the Notes, contained in the Indenture have been complied
with. In the opinion of the undersigned, such conditions have been complied
with.



     Simpson Thacher & Bartlett LLP and David J. Lubben are entitled to rely on
this Officers’ Certificate and Company Order in connection with the opinions
they are rendering pursuant to Sections 7(b) and 7(c), respectively, of the
Underwriting Agreement.



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     IN WITNESS WHEREOF, the undersigned have executed this Officers’
Certificate and Company Order this 11th day of August, 2004.



	 	 	 
	

	 	UNITEDHEALTH GROUP INCORPORATED
	 
	 	 
	

	 	/s/ Patrick J. Erlandson
	

	 	
 
	

	 	Patrick J. Erlandson
	

	 	Chief Financial Officer
	 
	 	 
	

	 	/s/ Rina Lyubkin
	

	 	
 
	

	 	Rina Lyubkin
	

	 	Assistant Secretary








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